Transferred Liabilities. As of the Closing Date, the Purchaser shall assume the following obligations and liabilities of the Seller:
2.3.1 any and all obligations and liabilities of the Seller under the Transferred Contracts;
2.3.2 any and all obligations and liabilities of the Seller under the employment agreements with the Transferred Employees.
Transferred Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Purchaser or one of its Subsidiaries shall assume and thereafter pay, perform and discharge all Liabilities, whether arising out of or relating to any circumstance, condition, occurrence or event happening before, on or after the Closing, whether due or to become due, arising out of, relating to or otherwise in respect of the Business or the operation or conduct of the Business including the following Liabilities; provided, that the Transferred Liabilities shall not include the Retained Liabilities (collectively, the “Transferred Liabilities”);
(i) Liabilities arising out of, relating to or otherwise in respect of the Transferred Companies, Transferred Assets and Transferred Intellectual Property;
(ii) Liabilities of the Asset Transferring Companies and Transferred Companies to Transferring Employees specifically assumed by Purchaser pursuant to Section 5.10, including retention payments to the Transferring Employees in accordance with Section 5.10(i);
(iii) Liabilities of the Asset Transferring Companies under Transferred Contracts;
(iv) Liabilities to the extent reflected in the U.K. Net Working Capital, including reserves set forth therein;
(v) Liabilities in connection with the Proceedings set forth on Schedule 2.2(d)(v) up to an amount as set forth on such Schedule; and
(vi) Liabilities in connection with obligations under the BSP Agreement, including any obligations that survive expiration of the BSP Agreement, solely to the extent those obligations relate exclusively to the “STP” and “Armor All” Marks, provided that Clorox Parent shall not (i) enter into any extension of such agreement or (ii) request that BSP provide any services under the BSP Agreement with respect to the “STP” and “Armor All” Marks other than those provided by BSP as of the Closing Date.
Transferred Liabilities. The liabilities and obligations of Holdings to be allocated to, assumed by and vested in Acquiror Sub in the Merger pursuant to Section 1.4 hereof (the "Transferred Liabilities") shall be those liabilities and obligations of Holdings set forth on Schedule IV hereto, whether direct or indirect, known or unknown, absolute or contingent.
Transferred Liabilities. Purchaser shall assume as of the Effective Time and pay, perform and discharge as of or after the Effective Time, as the case may be, only the following duties, obligations, and liabilities of Seller arising from and after the Effective Time (the “Transferred Liabilities”):
(1) the Deposit Liabilities and the terms and agreements relating thereto;
(2) all of Seller’s duties, obligations and liabilities relating to the Real Property and the Personal Property:
(3) all of Seller’s duties, obligations and liabilities relating to the Branch Lease and the Personal Property Leases;
(4) all of Seller’s duties, obligations and liabilities relating to the Safe Deposit Contracts;
(5) all of Seller’s duties, obligations and liabilities relating to the Purchased Loans and the servicing thereof;
(6) all of Seller’s duties, obligations and liabilities relating to the Overdrafts;
(7) all of Seller’s duties, obligations and liabilities relating to the Assumed Contracts, including any accrued but unpaid liabilities attributable to any period after the Effective Time; provided, however, that Purchaser shall not, except pursuant to a subsequent assignment to which Purchaser is a party, assume any liabilities, duties or obligations arising under any Assumed Contract that is not assigned to Purchaser at the Closing due to the failure to receive a necessary consent or otherwise;
(8) all of Seller’s obligations and liabilities relating to the Borrowings set forth on Schedule 2.1(e)(8)
(9) all of Seller’s duties, obligations and liabilities under the customer repurchase agreements identified on Schedule 2.1(e)(9)
(10) all of Seller’s duties, obligations and liabilities relating to the Trust Accounts;
(11) all of Seller’s duties, obligations and liabilities relating to the Investment Accounts;
(12) all of Seller’s Federal Home Loan Bank obligations listed on Schedule 2.1(e)(12), including obligations with respect to any letters of credit issued for Seller’s account;
(13) all of Seller’s obligations for any fed funds purchased;
(14) all liabilities and obligations for (i) Taxes relating to the Transferred Assets or the Transferred Liabilities for any taxable period (or portion thereof) beginning after the Closing Date and (ii) Taxes for which Purchaser is liable pursuant to Section 2.1(h); and
(15) all of Seller’s duties, obligations and liabilities for any issued but unpaid cashier’s checks or official items. This Section 2.1(e) shall not in any way enlarge the rights of any third ...
Transferred Liabilities. Subject to the terms and conditions of this Agreement, on the Closing Date, the Buyer (or one or more Buyer Designees) shall assume and become responsible for, perform, discharge and pay when due the Transferred Liabilities. For the avoidance of doubt, the Assets Sellers will retain, and will be responsible for paying, performing and discharging when due, and the Buyer and its Affiliates will not assume or have any responsibility for the Excluded Liabilities.
Transferred Liabilities. All the liabilities, obligations and commitments of the Seller and its subsidiaries (including the Subsidiary Transferors but excluding the Transferred Entities) to the extent related to the Business, including the following liabilities but excluding the Excluded Liabilities:
Transferred Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Closing Date, the Purchaser shall assume and become responsible for, perform, discharge and pay as and when due the Liabilities of CECA related to the Transferred Assets, the Anticipated Voluntary Transferred Employees and the CECA Transferred Employees or the Business (the “Transferred Liabilities”), including:
(i) all Product Liabilities other than the Excluded Product Liabilities;
(ii) all Liabilities arising under the Business Contracts other than the Excluded Business Contract Liabilities;
(iii) all Liabilities in connection with any Proceeding commenced after the Closing Date and relating to the Business;
(iv) all Environmental Liabilities;
(v) all Liabilities (including Pension Liabilities) relating to the CECA Transferred Employees and the Anticipated Voluntary Transferred Employees, provided, however, that the Transferred Liabilities shall not include (x) those liabilities the existence of which would result in any of the representations and warranties made by CECA or Arkema Shanghai under Article IV being inaccurate, (y) the Specific Liabilities and (z) the Excluded Liabilities.
Transferred Liabilities. 20 11. EMPLOYEES ............................................................. 20 11.1 Transfer of Employees under the Employment Regulations ............... 20 11.2 Confirmation to Employees following Completion ....................... 20 11.3 Transferee to be responsible for all employment costs ................ 20 11.4 Pensions ............................................................. 21 12.
Transferred Liabilities. Premiere shall assume at the Closing, all the ----------------------- liabilities and obligations of the Company arising under or out of the VPC Interest (the "Transferred Liabilities"). EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.4, PREMIERE SHALL NOT ASSUME OR BECOME LIABLE UNDER ANY OTHER CONTRACT OR AGREEMENT OF THE COMPANY OR FOR ANY OTHER INDEBTEDNESS, OBLIGATION OR LIABILITY OF THE COMPANY.
Transferred Liabilities. 7.3.1 In the context of the Contribution, as from the Completion Date, Second Sight shall, subject to Section 7.1.1, assume all the liabilities relating to the Activity, in particular the debts listed below and recorded in Pixium’s balance sheet: Financial debts: Operating liabilities
7.3.2 It is specified that in addition to the liabilities set out above, Second Sight shall assume Pixium’s off-balance sheet commitments, as detailed in Exhibit 7.1.1.
